Look! Look, everyone-actual plot! (And an OC.)

I'm so proud of myself. (And ashamed.)

And, hey, when you finish, review, please! It really makes my day when someone reviews this travesty...so a big thank-you to everyone who's reviewed so far! I really appreciate it!


Twilight didn't bother with thinking as she ran, her horn blazing magenta and providing the only light in the stagnant shadow. She was too stunned, too horrified, to shaken and disgusted and left emotionally torn and bleeding by what she had seen and what she had learned. Her mind was still and numb inside her skull. There was only her silky tail flapping heavily in the darkness, and her hooves striking the ancient stone hard enough to chip the keratin, and muscle moving under her skin and pulling on her bones and moving her relentlessly forward. Putting blessed distance between herself and the horrible torture chamber that she had left. Distance between herself and the dying Big Mac, whom she couldn't help...distance between herself and Celestia.

Celestia. How...how, in the name of the sun and the moon and their respective regents, could she do this? Torture ponies so hideously beneath Canterlot? This couldn't be the real princess, the one who had all but raised her with such gentleness, the one who had taught her to control and channel her wild magic. Maybe Discord had broken free again, and his tainted magic had driven her to do this (but Celestia didn't have the dull gray tones that Twilight's friends had had when they had been corrupted...). Maybe the evil spirit of Nightmare Moon was controlling her body (but Luna had transformed into her, and besides, the Nightmare had never shown any sign of this sort of twisted sadism...). Either way, there was no way it could really be her. No way in Tartarus.

Twilight slowly became aware of the fact that her flanks were heaving, her lungs were burning, and her coat was matted with sweat, despite the chill of the corridors. Reluctantly, she slowed to a walk, the muscles of her legs shaking with fatigue. Her hooves ached and her breath came in ragged pants. Her skin still crawled with the powerful urge to get as far away from Celestia as possible, but the last thing she wanted to do in these tunnels was collapse, helpless, from exhaustion.

Very cautiously, she lowered her trembling haunches to the stone, scooting off to the side of the corridor, hiding her light behind a damp pillar and leaning against it wearily. Water trickled down the column, running along veins of spongy blue-white mold, and it began to dampen Twilight's mane. But she didn't care. Her focus was entirely on resting.

She heard something hard click against the stone above her, and automatically glanced up. Her face immediately froze into a gape of horror.

There was a monster clinging to the pillar, not to far above her. Some part of Twilight's stuttering mind was still calm and analytic, and it took in every aspect of the thing without omitting any detail. Even though Twilight herself was scrambling to her hooves and choking out a scream, a disjointed combat spell coming together in her horn.

It looked like a pony. Sort of. It had the basic shape, at least-rounded head with a small muzzle, huge eyes, slender neck, four legs and hooves. But it was covered with glossy black chitin, not fur, and those hooves were riddled with holes. A beetle-like amber shell was held to its back by the series of iridescent gray bands that crossed its belly. Ragged gossamer wings were folded against that shell. A pair of obscenely-large fangs protruded from its muzzle, beneath a pair of insectine amber eyes, and a curved horn, and a set of stiff, hole-filled ears. A webbed gray crest topped its head and ran down onto its neck. It clung to the stone above Twilight, looking down at her, held in place by the mounds of emerald goo that it brittle-looking hooves were sunk into.

Twilight shrieked, scrambling backwards, sparks of magic flying from her horn in an instinctive display of warning. She was just drawing in breath to scream again when the monster leaped off of the column, the goo around its hooves dissolving as its horn flickered green. Its wings buzzed and it landed gently in front of her, the chitin of its hooves barely making a sound on the stone. Its lips curled back, exposing the roots of its fangs.

"Stay-stay back!" Twilight shouted, stumbling away. "I-"

Suddenly, the beast's alien horn flared a brilliant green, and a bolt of magic shot straight towards her muzzle. It congealed into more of that green goop, sealing her mouth shut. She pawed at it, panicking and only succeeding in getting her hooves stuck to her muzzle.

"Silence, pony!" the monster snapped. Twilight's ears twitched at the sound of its voice: like several young mares speaking at once. "You will bring the horror down on our heads."

Twilight whimpered in fear. It wasn't enough that Celestia had lost her mind. Now she had to deal with...this, whatever it was. Or perhaps whatever she was, considering the voice. She stalked in a circle around the mute unicorn, and Twilight saw that this creature was actually smaller than she was.

"How did you escape?" the monster demanded. "I have watched this abomination for months, tasted feelings from her I did not know could exist. Nothing escapes her." She suddenly seemed to realize that Twilight couldn't answer her, not with the goo gluing her mouth shut, so a bit of green magic fluttered around her scything horn. The goo vanished. She leaned in, and Twilight got a closer view of her fangs than she ever would have wanted. They were surprisingly well-kept. "How did you escape?"

Twilight lowered her forehooves from her face, staring at the thing in front of her, coming to terms with the fact that it wasn't going to attack her. Some part of her knew that she had been asked a question, and that she should respond, but all she could think to say was, "What are you?"

The beast cocked her head to the side, an oddly childish motion. She blinked with iridescent gray eyelids, slowly, before seeming to realize what she had been asked. She drew herself up to her full, less-than-impressive height, puffed out her glossy black chest, and began to speak.

"I am Chelicera." The word made Twilight think of spiders; it had something to do with them. "First-hatched of the Amber clutch, one hundred and seventy-third Greater Daughter of the magnificent Queen, specially-trained member of the Spider Order. Assigned to investigate whatever is festering beneath the pony nest of Canterlot, and determine whether or not it is a threat to the Hive."

Queen. Hive. Twilight's studies rarely led her to learn about rare extra-Equestrian species, but those words rang a bell.

"You're a changeling," she said.

"And you are a pony," Chelicera replied matter-of-factly. "It does not matter. The thing that stalks these halls will crack my shell just as surely as she will peel back your coat. A beating heart may be equine or Hive-born-it does not make much of a difference when she eats it straight from its cage."

Twilight shuddered. "She-oh, goddess. She eats-?"

"I have seen her perform things so unspeakable they turn my innards," Chelicera said. "Replace a pony's intestines with a sleeping snake and sew them back up...draw a stallion's lungs out of his mouth bit by bit...put eyes and lights within a mare so she may see her own innards rot with infection." She briefly closed her ghostly eyes. "Your kind are a peaceful species. So are mine, to a certain extent. I didn't know such things could be done, and to see them so close..."

"What are you doing here, Chelicera?" Twilight asked, her voice barely audible. "Why are you watching her? Did you escape from her?"

"The horror has yet to catch one of the Queen's chosen," Chelicera said with a hint of pride. Then it vanished. "The young moon-goddess couldn't fight her. I harbor no illusions about my chances, should she find me.

"As for why I am watching her...there are many ancient minds within the Hive, pony. My kind are as old as the rock and stone in which we nest. All of us but the Spider Order-the hunters, like me-keep to our own people, but emotions come to us on the wind. We have tasted the love of the creatress who formed this world, the cheery madness of the draconequii, the fear of the very first ponies who came from the sea and ran in herds along the primordial beaches. We've even sampled the feelings of creatures who live underneath other suns, brought to us on comets and solar winds." Chelicera paused, and shook her head. "But what came to us from Canterlot...pony, not even the very oldest of us had ever tasted anything like it. These emotions were so alien to us, so terrible and twisted, so..." She made a face, even though the flexible chitin of her muzzle and cheeks didn't allow for much expression. "I do not believe there is a word for it in Equish. It frightened even the Queen, who was just coming into her prime when the sun rose on this side of the world for the very first time in a million years, after the first Age of Chaos disrupted the orbit of the planet and the moon."

"These feelings were Celestia's?" Twilight said quietly. Her voice sounded distant to her. "I didn't know a pony could..." She trailed off.

Chelicera shook her head again, and she might have grinned bitterly, but with her huge fangs, it was hard to tell.

"Your ruler is no pony, mare," she said softly. "I am familiar with ponies. I know the hearts of alicorns. The moon-goddess? She tasted quite distinct, before the abomination broke her. She, the twisted on, is a void-creature, something new...and I am afraid of her."

Twilight swallowed. Somehow, knowing that the impassive, armor-plated creature in front of her was afraid enough of Celestia to admit it just made the danger so much more real.

"Do you know the way back up to the palace, Chelicera?" she asked. "I can get the guards. They'll listen to me, and we can rescue Luna, and all the other ponies, and then...Celestia..." She stopped talking, and closed her eyes.

Chelicera studied her, then nodded. "Yes. I will take you out, pony. I will protect you as best I can. It seems to me that you have the very best chance of ending this, and my Hive will be safer if you do."

"Thank you." It nearly made Twilight dizzy, to find kindness down here. An ally, somepony who hadn't gone completely insane-even though Chelicera wasn't, strictly speaking, a pony. The source just made it all the more incredible. Twilight didn't know much about changelings, but somehow, she didn't think they were friendly and helpful by nature.

"Don't thank me. Helping you is in my best interests." She cocked her head again, and looked at Twilight's hindleg. "The magic. Is that her doing?"

Twilight glanced at it, the red-gold magic encasing her mangled leg, and felt scared and ashamed of it. "Yes."

"It seems to serve you well. I shudder to think why she gave it to you, what she planned."

"Yeah," Twilight said quietly, following Chelicera as she began to lead the way. "Me, too."

"Stay close," the amber-eyed changeling ordered. "The horror's darkness has persuaded many terrible things to nest here-"

It was then that Twilight's magical leg began to bubble and writhe.

"No!" she cried, looking at it in pure horror. "No! No, no, no-"

This time, instead of giving birth to a demonic equinoid, it split into a nest of thrashing tentacles. Bare bone and mangled flesh were exposed to the air, and Twilight shrieked in returning agony as the tentacles dragged her backwards. What was left of her leg scraped against the stone, leaving a trail of blood, and grit and filth ground itself into the torn strips of her exposed muscle. Twilight howled. Tears of pain streamed down her cheeks as the tentacles wrapped themselves around the pillar, anchoring her there.

And Celestia's voice, cruel and tinged with vindictive excitement, drifted down the corridor. "Twiiiliiight..."

Panicking, Twilight looked at Chelicera, who stood impassively, her wings raised. They resembled those of a tattered dragonfly, and delicate green veins traced unreadable glyphs through them.

"Help me," Twilight begged. "Please, help me!"

Chelicera looked at her. "I don't see what can be done for you, now."

The changeling's voice was cold, resigned, emotionless. And all Twilight could do was scream.


Chelicera (kuh-lis-er-uh): One of the pair of forelegs spiders and other arachnids use to seize their prey.

Poor Cheli. She's only here because I figured changelings might have interesting organs and needed a character to use to explore that. And no way was I bringing Chrysalis in, yeesh.